Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (therein, including, without limitation, the reasonable fees and disbursements of any individual counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, and any Lender; (iv) any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to Article III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel (including allocated costs of internal counsel) and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Joint Lead Arrangers Administrative Agent’s local maritime counsel and the Administrative Agent’s consultants, including, without limitation, BankAssure Insurance Services Inc. or such other firm of independent marine insurance brokers that produces an insurance report pursuant to in clause (viii) of the definition of “Collateral and Guaranty Requirements”) in connection with the syndication of the Facilities, the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (includingand any contemplated Redomestication, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent in connection with its syndication efforts with respect to this Agreement and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative AgentAgent and, after the Joint Lead Arrangers and occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each or in connection with any refinancing or restructuring of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, credit arrangements provided under this Agreement in the nature of a “work-out out” or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) proceedings (including, in respect of this Agreementeach case without limitation, the Loans or Letters reasonable fees and disbursements of Creditcounsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (iiiii) timely pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court or documentary taxes or any other documentary, transfer, sales and use, value added, excise or property taxes or charges and other similar taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Administrative Agent Agent, each of the Issuing Lenders and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iviii) indemnify the Administrative Agent, the Letter of Credit Issuer each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (xa) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit PartyParty or any third party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (yb) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Rig or Real Property at any time owned, leased leased, operated or operated occupied by either of Holdings the Parent, the Borrower, or any of its the Parent’s other Subsidiaries, the generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials by Holdings the Parent, the Borrower or any of its the Parent’s other Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Parent, the Borrower or any of its the Parent’s other Subsidiaries, the non-compliance by Holdings noncompliance of any Rig or any of its Subsidiaries with any Real Property and Environmental Law (including applicable permits thereunder) applicable to any Rig or Real Property, or any Environmental Claim asserted against Holdings the Parent, the Borrower or any of its Subsidiaries the Parent’s other Subsidiaries, or any Rig or Real Property at any time owned, leased leased, operated or operated occupied by Holdings the Parent, the Borrower or any of its the Parent’s other Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Lender or its Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated are consummated, pay [reserved]; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers Lender in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto to any of the Loan Documents (including, without limitation, any and all reasonable and documented costs or thereto expenses incurred in connection with any pledge (other than in respect of the Security Agreement and any Post Closing Security Agreement) or release of Collateral after the Closing Date pursuant to the terms hereof); (iii) all costs and expenses of the Lender in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, any counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein Lender (including, without limitation, the fees and disbursements allocated costs of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lendersinternal counsel), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iiiiv) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters (other than an assignment or transfer under Section 10.05) and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all reasonable and (iv) indemnify documented costs and expenses of creating and perfecting Liens in favor of the Administrative AgentLender including filing and recording fees, the Letter of Credit Issuer expenses and each Lenderamounts owed pursuant to Article III, search fees, title insurance premiums and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Lender and of counsel providing any opinions that the Lender may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all reasonable and documented costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel (including allocated costs of internal counsel) and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Lender and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The (a) Each Borrower agrees agrees, jointly and severally, to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers Collateral Agent in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery delivery, administration and administration termination of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver supplement, waiver, consent or consent subsequent closing relating hereto or thereto (including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of Xxxxxx & Bird LLP, (x) counsel to the Administrative Agent and Truist Securities, Inc.the Collateral Agent and (y) and the creation and perfection of the Liens created under the Security DocumentsFinancial Advisor); (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Collateral Agent, the Letter of Credit Issuer and each of the Lenders in connection with the enforcement (including pursuant to of the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (includingincluding the reasonable fees, without limitationdisbursements and other charges of (x) counsel to the Administrative Agent and the Collateral Agent and (y) the Financial Advisor); provided, that the fees Borrowers’ obligation to pay the fees, disbursements and disbursements other charges of counsel for to the Lenders (but not of counsel to the Administrative Agent or the Collateral Agent) shall be limited to one outside counsel, the Letter of Credit Issuer and for each which, as of the Lenders)Closing Date, including such out-of-pocket costs and expenses incurred during any refinancingis Wachtell, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this AgreementLipton, the Loans or Letters of CreditXxxxx & Xxxx; (iii) timely pay and hold each of the Lenders (including in its capacity as Administrative Agent, Collateral Agent and/or Letter of Credit Issuer) harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iv) indemnify the Arranger and each Lender (including in its capacity as Administrative Agent, the Collateral Agent and/or Letter of Credit Issuer and each Lender, Issuer) and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors each officer, director, trustee, employee, representative, advisor and agent thereof (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (xa) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender Indemnified Person is a party thereto and whether or not any such investigation, litigation or other proceeding is brought by between or on behalf of among any Indemnified Person, any Credit PartyParty or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the Transaction or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit DocumentsDocument, or (yb) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater ground water or on the surface or subsurface of any Real Property property owned or operated at any time owned, leased or operated by either of Holdings any Borrower or any of its Subsidiaries, their Subsidiaries or the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings any Borrower or any of its their Subsidiaries at any location, whether or not owned, leased or operated the noncompliance by Holdings any Borrower or any of its Subsidiaries, the non-compliance by Holdings or any of its their Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings in connection with any Borrower or any of its their Subsidiaries or business or operations or any Real Property property owned or operated at any time owned, leased or operated by Holdings any Borrower or any of its their Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding excluding, in the case of this clause (iv), any such losses, liabilities, claims, damages or expenses (x) of an Indemnified Person, to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the such Indemnified Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision, (y) for purposes of clause (b) only and without limiting the indemnity in favor of such Indemnified Persons for purposes of clause (a). To , to the extent that the undertaking to indemnify, pay or hold harmless incurred by any affiliate of the Administrative Agent, the Collateral Agent and/or Letter of Credit Issuer or and any Lender set forth in the preceding sentence may be unenforceable because it is violative officer, director, trustee, employee, representative, advisor and agent of any law such affiliate, if such Indemnified Person is not involved, directly or public policyindirectly, in any of the Borrower agrees to make transactions contemplated by the maximum contribution Credit Documents and (z) for purposes of clause (a) only, to the payment and satisfaction extent such losses, liabilities, claims, damages or expenses arise out of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with any investigation, litigation or other proceeding that does not involve an act or omission by a Borrower or any Affiliate thereof and that is brought by one Lender (in its capacity as a result of this Agreement, such) against any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofLender (in its capacity as such)).

Payment of Expenses, etc. The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxx & Xxxxxxx, special FAA counsel to the Administrative Agent, and Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Refinancing or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower agrees toCompany shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Purchasers and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto Agent (including, without limitation, the reasonable fees and disbursements of Milbank, Tweed, Xxxxxx & Bird LLP, counsel to the Administrative Agent XxXxxx LLP and Truist Securities, Inc.local counsel) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection connec- tion with the enforcement (including pursuant to the administration preparation, execution and delivery of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Transaction Documents and the documents and instruments referred to herein and therein, (ii) pay for all reasonable out-of-pocket expenses incurred by the Holders and the Agent in connection with any amendment, waiver or consent relating hereto or thereto (whether or not such amendment, waiver or consent shall become effective), and, after an Event of Default, reimburse the Holders and the Agent for all costs and expenses, including reasonable attorneys' fees (including allocated costs of internal counsel) and costs of settlement incurred in connection with the enforcement of this Agreement, the LLC Agreement, the Unitholders Agreement, the other Transaction Documents and the documents and instruments referred to herein and therein or the collection of any amounts due under any Transaction Documents including pursuant to any insolvency or bankruptcy proceedings (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative Holders and the Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders Holders and the Agent harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders Holders and the Letter of Credit Issuer Agent harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Holders and the Agent) to pay such taxes; and (iv) indemnify the Administrative Holders and the Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, trustees, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (xa) any investigation, litigation or other proceeding (whether or not any Holder or the Administrative Agent, the Letter of Credit Issuer or any Lender Agent is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Transaction Document or the LLC Agreement, the Unitholders Agreement or the Restructuring Agreement or the use of any Letter of Credit or the proceeds of any Loans Notes hereunder or the consummation of any other transactions contemplated herein (including, without limitation, the Transactions), or in any other Credit Document Transaction Document, or (b) the exercise of any of their rights or remedies provided herein or in the other Credit Transaction Documents, or (yc) the actual or alleged presence or Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property or at or emanating from any facility or equipment owned or at any time owned, leased or operated by either of Holdings the Company or any of its Subsidiaries, the generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials by Holdings or any of its Subsidiaries Restricted Party at any location, whether or not owned, leased owned or operated by Holdings the Company or any of its Subsidiaries, the non-compliance noncompliance by Holdings any Restricted Party or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real PropertyProperty owned or operated by any Restricted Party with Environmental Laws, or any Environmental Claim asserted against Holdings or the Company, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings the Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence negli- gence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender Holders set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to Company shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To Notwithstanding anything to the extent permitted by applicable lawcontrary in this Section 14.01, the Borrower indemnification and contribution provisions of the Restated Shareholders Agreement and/or the Unitholders Agreement shall not assert, and hereby waives, govern any claim against any Person made with respect to be indemnified hereunder, on any theory of liability, for special, indirect, consequential registration statements filed pursuant thereto or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofsale made thereunder.

Payment of Expenses, etc. The Holdings and the Borrower agrees agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers Lenders in connection with the syndication of the Facilities, the negotiation, preparation, executionexecution and delivery of any amendment, delivery and administration of this Agreement and waiver or consent relating to the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to of the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, in each case, the reasonable fees and disbursements of (A) common counsel for the Lenders and the Administrative Agent and (B) counsel for the Collateral Agent, in each case with prior notice to Holdings and the Letter of Credit Issuer and for each Borrower of the Lendersengagement of any counsel), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iiiii) timely pay and hold each of the Lenders Lenders, the Collateral Agent and the Administrative Agent harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Lenders, the Collateral Agent and the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any Lender, the Collateral Agent or the Administrative Agent) to pay such taxes; and (iviii) defend and indemnify the Lenders, the Collateral Agent and the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actionsdamages or expenses (including, judgmentswithout limitation, suitsany and all losses, liabilities, claims, damages or expenses arising under Environmental Laws) except with regard to any losses, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsunder Environmental Laws arising from or relating to acts or omissions occurring after the Collateral Agent takes possession of, uses, operates, manages, controls or sells the Mortgaged Property, provided that such exception shall apply only to the extent such losses, costs, damages or expenses arise solely from the gross negligence, bad faith or willful misconduct of any Lender, the Collateral Agent or the Administrative Agent or of the agents of any Lender or the Administrative Agent) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not any Lender or the Administrative Agent, the Letter of Credit Issuer or any Lender Agent is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any the Term Loans hereunder or the Refinancing or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements expenses of counsel counsel, experts and other consultants incurred by any Person to be indemnified in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer Collateral Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Holdings and the Borrower agrees to shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless LEGAL02/38433738v11 from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower agrees toshall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers Collateral Agents (including, without limitation, the reasonable fees and disbursements of White & Case LLP, Blake, Cassxxx & Xrayxxx, XXP, and local counsel) in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, fees or charges for photocopying, notarization, couriers, messengers and telecommunications), of the reasonable fees Administrative Agent in connection with its syndication efforts with respect to this Agreement and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securitiesthe Collateral Agents and, Inc.) following and during the creation and perfection continuation of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses an Event of the Administrative AgentDefault, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgent and the Collateral Agents and, following and during the Letter continuation of Credit Issuer and an Event of Default, for each of the Lenders) which expenses shall include, without being limited to, the cost of record searches (including, without limitation tax lien, litigation, and UCC searches and searches with the patent and trademark office, the copyright office or the department of motor vehicles), including such out-of-pocket filing, recording, publication, and real estate title policies and endorsements, the reasonable fees and expenses of attorneys and paralegals, all reasonable costs and expenses incurred during by the Administrative Agent and the Collateral Agents in opening bank accounts, depositing checks, electronically or otherwise receiving and transferring funds, and any refinancingcharges imposed on the Administrative Agent and the Collateral Agents due to insufficient funds of deposited checks and the standard fees of the Administrative Agent and the Collateral Agents relating thereto, work-out collateral examination fees and expenses, reasonable fees and expenses of accountants, appraisers or restructuring (pursuant to any insolvency other consultants, experts or bankruptcy proceeding advisors employed or otherwise) in respect of this Agreement, retained by the Loans or Letters of CreditAdministrative Agent and the Collateral Agents; (iiiii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iviii) indemnify the Administrative Agent, the Letter of Credit Issuer Collateral Agents and each Lender, and each of their respective officers, directors, employees, representativesrepresentatives (each, agents, affiliates, trustees and investment advisors an "Indemnitee") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) (all of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements collectively, the "Indemnified Amounts") incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (xa) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer Collateral Agents or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Loan Document or the use consummation of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or Loan Document, the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents, or (yb) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time owned, leased or operated by either of Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings or of any of its Subsidiaries Real Property with any Environmental Law foreign, federal, state, provincial and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or the Borrower, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) indemnified); provided, however, that the Borrower shall have no obligation to any Indemnitee for any Indemnified Amounts to the extent arising directly out such Indemnified Amounts resulted from the gross negligence or willful misconduct of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case such Indemnitee as finally determined by a court of competent jurisdiction in a final and non-appealable decision)jurisdiction. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer Collateral Agents or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated Transactions are consummated, pay for all reasonable and invoiced out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers KeyBanc Capital Markets Inc. in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments, including, without limitation, all out-of-pocket expenses and legal fees of counsel (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders (and in case of an actual conflict of interest, one additional conflicts counsel for the affected Persons)); (ii) all reasonable and invoiced out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (to any of the Loan Documents, including, without limitation, all out-of-pocket expenses and legal fees of counsel (limited, in the case of legal fees and expenses, to the reasonable fees and documented fees, disbursements and other charges of Xxxxxx & Bird LLP, one counsel to for the Administrative Agent and Truist Securitiesthe Lenders and, Inc.) if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the creation Lenders (and perfection in case of an actual conflict of interest, one additional conflicts counsel for the Liens created under the Security Documentsaffected Persons)); (iiiii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (therein, including, without limitation, the fees reasonable and documented fees, disbursements and other charges of any individual counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, and any Lender; (iv) any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to Article III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums for mortgaged Real Property and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and the Lenders and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders (and the in case of an actual conflict of interest, one additional conflicts counsel for the affected Persons)); (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and invoiced fees, expenses and disbursements of counsel and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, in each case upon demand therefor (together with reasonable back-up documentation supporting such reimbursement request)) all of the following: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiariestherein, including, in each case, without limitation, the reasonable fees and disbursements of not more than one firm of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason Administrative Agent and the Lenders (taken as a whole) and, in the case of the gross negligence or willful misconduct ofa conflict of interest, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) one additional firm of counsel to the extent arising directly out of or resulting directly from claims Administrative Agent and the Lenders (taken as a whole) (and, if reasonably necessary, of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder local counsel and/or regulatory counsel in any material relevant jurisdiction); (other than claims iv) all the actual costs and expenses of a Person to be indemnified hereunder against creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit IssuerSecured Creditors, their Affiliates including filing and their respective officersrecording fees, directorsexpenses and amounts owed pursuant to Article III, employeessearch fees, attorneystitle insurance premiums and fees, agents expenses and representatives, in each case as finally determined by a court disbursements of competent jurisdiction in a final counsel to the Administrative Agent and non-appealable decision). To the extent of counsel providing any opinions that the undertaking Administrative Agent or Required Lenders may request in respect of the Collateral or the Liens created pursuant to indemnifythe Security Documents; and (v) upon the exercise of remedies under Section 8.02, pay all the actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and agents employed or hold harmless retained by the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment Agent and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damagesits counsel) arising out of, in connection with or as a result such exercise of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofremedies.

Payment of Expenses, etc. The Borrower agrees Borrowers agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers Banc of America Securities LLC ("BAS") in connection with the syndication of the Facilities, (A) the negotiation, preparation, executionexecution and delivery, delivery syndication and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements expenses of Moore & Van Allen, PLLC, special counsel for to the Administrative Agent) and (B) any amxxxxxnt, xxxxxx xr consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the Letter of performance by the Borrowers under this Credit Issuer and for each of the Lenders)Agreement, including such (ii) pay all reasonable out-of-pocket costs and expenses incurred during of the Agent and each Lender in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreementsuch enforcement, the Loans or Letters reasonable fees and disbursements of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it counsel for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and (including the Letter allocated cost of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; internal counsel)) and (ivB) any bankruptcy or insolvency proceeding of a Borrower and (iii) indemnify the Administrative Agent, the Letter of Credit Issuer BAS and each Lender, and each of their respective its officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer BAS or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants settlement costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or on the breach in bad faith part of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower agrees toshall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Lender (including, without limitation, the reasonable fees and the Joint Lead Arrangers disbursements of Lathxx & Xatkxxx xxx local counsel and all appraisal fees, trustee's fees, documentary and recording taxes, title insurance and recording, filing and other expenses) in connection with the syndication preparation, execution and delivery of this Agreement, the other Credit Documents and all other documents, agreements and instruments referred to herein, therein and in connection with the Transaction and any amendment, waiver or consent relating hereto or thereto, and of the Facilities, Lender (and of Bankers Trust Company to the negotiation, preparation, execution, delivery and administration extent relating to Existing Letters of Credit) in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to (including allocated costs of in-house counsel) for the Administrative Agent Lender and Truist Securities, Inc.) and Bankers Trust Company in the creation and perfection case of the Liens created under the Security DocumentsExisting Letters of Credit); (ii) pay all out-of-pocket costs and expenses of hold the Administrative Agent, the Joint Lead Arrangers Lender (and each of the Lenders in connection Bankers Trust Company with the enforcement (including pursuant respect to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Existing Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent Lender (and each Bankers Trust Company with respect to Existing Letters of the Lenders and the Letter of Credit Issuer Credit) harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Lender or Bankers Trust Company) to pay such taxes; and (iviii) indemnify the Administrative Agent, the Letter Lender (and Bankers Trust Company with respect to Existing Letters of Credit Issuer Credit) and each Lender, and each of their respective its officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' (including allocated costs of in-house counsel) and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (xa) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer Lender or any Lender Bankers Trust Company is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Revolving Loans hereunder or the consummation of any other transactions contemplated herein (or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents), or (yb) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or at any time operated by either of Holdings any Credit Party or any of its their Subsidiaries, the Release, generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.,

Payment of Expenses, etc. The Borrower agrees toBorrowers agree to pay (or reimburse the Global Agent, the Co-Lead Arrangers, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the Administrative Global Agent and the Joint Co-Lead Arrangers Arrangers, including the reasonable fees and disbursements of any one domestic counsel and any applicable local counsel to the Global Agent and the Co-Lead Arrangers, in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Global Agent and the Co-Lead Arrangers, including the reasonable fees and disbursements of any one domestic and any applicable local counsel to the Global Agent and the Co-Lead Arrangers, in connection with any amendment, waiver or consent relating hereto to any of the Loan Documents that is requested by any Credit Party; (iii) all reasonable out-of-pocket costs and expenses of the Global Agent, the Co-Lead Arrangers, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or thereto (the other documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, any counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Global Agent, the Joint Co-Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein Lender (including, without limitation, the fees allocated costs of internal counsel); and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwiseiv) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges goods and services tax, and other similar taxes with respect to the foregoing matters (“Other Taxes”) and save the Administrative Agent Global Agent, the Co-Lead Arrangers and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such Indemnified Person) to pay such taxes; and (iv) indemnify provided, however, that notwithstanding the Administrative Agentforegoing, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against a Foreign Subsidiary Borrower shall only be required to pay any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related foregoing to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of extent that any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants foregoing have been incurred in connection with any the Obligations owing by such investigation, litigation Foreign Subsidiary Borrower or other proceeding (but excluding any losses, liabilities, claims, damages are otherwise directly related or expenses (x) attributable to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofsuch Foreign Subsidiary Borrower.

Payment of Expenses, etc. The Borrower agrees Each of Holdings and the Borrower, jointly and severally, agree to: (i) whether or not the transactions herein contemplated are consummated, pay (A) all reasonable out-of-pocket costs and expenses of the Administrative Agent (for purposes of this Section 13.01, the term "Administrative Agent" shall include BTCo in its capacity as Collateral Agent pursuant to the Security Documents) (including, without limitation, the reasonable fees and the Joint Lead Arrangers disbursements of White & Case LLP and one local counsel in each jurisdiction) in connection with the syndication preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (B) all reasonable out-of-pocket costs and expenses of the FacilitiesAdministrative Agent (including, without limitation, the negotiationreasonable fees and disbursements of counsel to the Administrative Agent) in connection with any amendment, preparationwaiver or consent relating hereto or thereto, executionand the determination of compliance or non-compliance by Holdings and its Subsidiaries with the provi- sions hereof or thereof, delivery including, without limitation, with respect to Permitted Acquisitions, (C) all reasonable fees and disbursements of consultants and advisors retained by the Administrative Agent or its counsel in connection with the administration of the Credit Documents, but only to the extent retained after a determination by the Administrative Agent (in its sole discretion) that such retention is advisable to protect the interests of the Banks in light of underperformance by, or other distressed situation relating to, Holdings and its Subsidiaries taken as a whole, (D) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with its syndication efforts with respect to this Agreement (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and (E) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Issuing Bank and each of the Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer Agent and for each of the LendersBanks), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iiiii) timely pay and hold each of the Lenders Banks harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters execution, delivery or enforcement of this Agreement or any other Credit Document or any document or instrument referred to therein or herein and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Bank) to pay such taxes; and (iviii) defend, protect, indemnify and hold harmless the Administrative Agent, the Letter of Credit Issuer Issuing Bank, each Bank and each Lenderof their respective Affiliates, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees attorneys and investment advisors Administrative Agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, reasonable out-of-pocket costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ consultants fees and disbursements) of any kind or nature whatsoever that may at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (xa) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer Collateral Agent or any Lender Bank is a party thereto and whether or not any such investigation, litigation or other proceeding is brought by between or on behalf of among the Administrative Agent, the Collateral Agent, any Credit PartyBank, the Borrower or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein (including, without limitation, the Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or ; (yb) the actual or alleged presence any non-compliance of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Environmental Law relating to any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings or any of its Subsidiaries; (c) the actual or alleged generation, presence or Release of Hazardous Materials on or from, or the non-compliance transportation of Hazardous Materials to or from, any Real Property owned or at any time operated by Holdings or any of its Subsidiaries with any Environmental Law Subsidiaries; (including applicable permits thereunderd) applicable to any Real Property, or any Environmental Claim asserted against relating to Holdings or any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings or any of its Subsidiaries, ; (e) the exercise of the rights of the Administrative Agent and of any Bank under any of the provisions of this Agreement or any other Credit Document or any Letter of Credit or any Loans hereunder; or (f) the consummation of any transaction contemplated herein (including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Credit Document (clauses (a) through (f), collectively, the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with any when such investigation, litigation or other proceeding (Indemnified Matter arises; but excluding any losses, liabilities, claims, damages or expenses (x) such Indemnified Matter to the extent incurred by reason of based on the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofIndemnitee.

Payment of Expenses, etc. The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto Lender (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to Lender, including Rosenman & Colin LLP) in connection with the Administrative Agent negotiation, preparation, execution and Truist Securities, Inc.) and the creation and perfection delivery of the Liens created under Loan Documents, in connection with the Security DocumentsBorrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of counsel for the Administrative Agentrights under, the Letter of Credit Issuer this Agreement and for each any of the Lendersother Loan Documents (including, without limitation, in any bankruptcy, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders Lender harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to this Agreement and the foregoing matters other Loan Documents and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; and (iv) pay all filing and recording fees relating to, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective its officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all losses, liabilities, obligations (including removal or remedial actions), lossesclaims, damages, penaltiescosts or expenses (including, without limitation, any and all losses, liabilities, claims, actionsdamages, judgments, suits, costs, costs or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsarising out of or relating to any Environmental Laws or Environmental Condition) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Loan Document or the use of any Letter of Credit or the proceeds of any Loans Term Note hereunder or the consummation of any other transactions contemplated herein or in any other Credit Loan Document or with respect to the exercise of any of their rights or remedies provided herein or in DFS Assigned Claim and the other Credit DocumentsLender's negotiation, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiariesdocumentation and enforcement thereof, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower agrees toto pay (or reimburse the Agent, the Co-Lead Arrangers, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Co-Lead Arrangers Arrangers, including the reasonable fees and disbursements of any one domestic counsel and any applicable local counsel to the Agent and the Co-Lead Arrangers, in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Agent and the Co-Lead Arrangers, including the reasonable fees and disbursements of any one domestic and any applicable local counsel to the Agent and the Co-Lead Arrangers, in connection with any amendment, waiver or consent relating hereto to any of the Loan Documents that is requested by any Credit Party; (iii) all reasonable out-of-pocket costs and expenses of the Agent, the Co-Lead Arrangers, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or thereto (the other documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, any counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Co-Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein Lender (including, without limitation, the fees allocated costs of internal counsel); and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwiseiv) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges goods and services tax, and other similar taxes with respect to the foregoing matters (“Other Taxes”) and save the Administrative Agent Agent, the Co-Lead Arrangers and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such Indemnified Person) to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower agrees toshall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and the Joint Lead Arrangers disbursements of White & Case LLP and local counsel) in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (includingthereto, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent in connection with its syndication efforts with respect to this Agreement and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative AgentAgent and, following and during the Joint Lead Arrangers and continuation of an Event of Default, each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative AgentAgent and, following and during the Letter continuation of Credit Issuer and an Event of Default, for each of the Lenders)) which expenses shall include, including such out-of-pocket without being limited to the cost of record searches, the reasonable fees and expenses of attorneys and paralegals, all reasonable costs and expenses incurred during by the Administrative Agent in opening bank accounts, depositing checks, electronically or otherwise receiving and transferring funds, and any refinancingcharges imposed on the Administrative Agent due to insufficient funds of deposited checks and the standard fees of the Administrative Agent relating thereto, work-out collateral examination fees and expenses, reasonable fees and expenses of accountants, appraisers or restructuring (pursuant to any insolvency other consultants, experts or bankruptcy proceeding advisors employed or otherwise) in respect of this Agreement, retained by the Loans or Letters of CreditAdministrative Agent; (iiiii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; (iii) pay all reasonable fees, expenses and disbursements of any Lender or Agent and their counsel incurred in connection with the filing and recordation of the Collateral Agent's liens and security interests pursuant to the Security Documents and with UCC searches and maritime registry searches and obtaining vessel abstracts and similar documentation from the Coast Guard National Vessel Documentation Center and any other maritime authority; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representativesrepresentatives (each, agents, affiliates, trustees and investment advisors an "Indemnitee") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) (all of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements collectively, the "Indemnified Amounts") incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (xa) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (yb) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time owned, leased or operated by either of Holdings the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings the Borrower or any of its Subsidiaries, the non-compliance by Holdings or of any of its Subsidiaries Real Property with any Environmental Law foreign, federal, state, provincial and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or the Borrower, any of its Subsidiaries or any Real Property owned or at any time owned, leased or operated by Holdings the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) indemnified); provided, however, that the Borrower shall not have any obligation to any Indemnitee for any Indemnified Amounts to the extent arising directly out such Indemnified Amounts resulted from the gross negligence or willful misconduct of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case such Indemnitee as finally determined by a court of competent jurisdiction in a final and non-appealable decision)jurisdiction. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be, in each case upon demand therefor (together with reasonable back-up documentation supporting any such reimbursement request)) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (therein, including, without limitation, the reasonable fees and disbursements of not more than one firm of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for and the payment ofLenders (taken as a whole) and, in the case of a conflict of interest, of one additional firm of counsel to the Administrative Agent and the Lenders (taken as a whole)(and if reasonably necessary, of one local counsel and/or regulatory counsel in any material relevant jurisdiction); (iv) any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; and (ivv) indemnify all the Administrative Agent, the Letter of Credit Issuer actual costs and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred byof any auditors, imposed on accountants, consultants or assessed against any of them as a result of, or arising out of, or in any way related to, or appraisers retained by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, Agent in accordance with the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result terms of this Agreement, any other Credit Document whether internal or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofexternal.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments, including, without limitation all reasonable and documented out-of-pocket expenses and legal fees of counsel to the Administrative Agent; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto to any of the Loan Documents; (iii) all costs and expenses of the Administrative Agent, the Lenders, any Designated Hedge Creditor and their Affiliates in connection with the enforcement of or thereto (protection of such party’s rights under any of the Loan Documents, Designated Hedge Agreements or the other documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, any individual counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers any Lender and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein Designated Hedge Creditor (including, without limitation, the fees and disbursements allocated costs of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lendersinternal counsel), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iiiiv) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and Agent, each of the Lenders Lenders, and the Letter of Credit Issuer any Designated Hedge Creditor harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all reasonable and documented costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external, in connection with the Collateral or the valuation thereof; and (ivvii) indemnify all reasonable and documented costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral; provided, however, that with respect to any engagement of counsel hereunder, such counsel shall be limited to one primary counsel for the Administrative Agent, the Letter of Credit Issuer and each LenderLenders, and each of their respective officersany Designated Hedge Creditor, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them taken as a result ofwhole, or arising out ofand if necessary, or in any way related toone local counsel per appropriate jurisdiction (and, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the case of an actual or alleged presence perceived conflict of Hazardous Materials in interest where the airpersons affected by such conflict inform the Borrower of such conflict and thereafter retain their own counsel of another firm, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of one counsel and other consultants incurred in connection with for any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or affected persons similarly situated as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofwhole).

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable and documented out-of-pocket costs, expenses of the Administrative Agent in connection with the negotiation, preparation, due diligence, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, all reasonable and documented out-of-pocket expenses and legal fees of one counsel to the Administrative Agent and the Arrangers; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any 129 of the Liens created under the Security Loan Documents; (iiiii) pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiariestherein, including, in each case, without limitation, the reasonable fees and disbursements of any individual counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason Administrative Agent and any Lender (including, without limitation, allocated costs of internal counsel); (iv) all the gross negligence or willful misconduct of, or the breach actual costs and expenses of creating and perfecting Liens in bad faith favor of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, for the Letter benefit of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representativesSecured Creditors, in each case as finally determined by a court accordance with the Loan Documents, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of competent jurisdiction in a final counsel to the Administrative Agent and non-appealable decision). To the extent of counsel providing any opinions that the undertaking to indemnify, pay Administrative Agent or hold harmless the Administrative Agent, Required Lenders may request in respect of the Letter of Credit Issuer Collateral or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution Liens created pursuant to the payment and satisfaction of Security Documents, each of the indemnified liabilities which is permissible under applicable law. To foregoing to the extent permitted owed and payable hereunder or under any other Loan Document; (v) all the reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any third party auditors, accountants, consultants or appraisers; and (vi) all the actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and agents employed or retained by applicable law, the Borrower shall not assert, Administrative Agent and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damagesits counsel) arising out of, in connection with the custody or as a result preservation of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, of the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower agrees toto pay all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Co-Lead Arranger in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable fees and disbursements of any individual primary outside counsel to the Administrative Agent and the Co-Lead Arranger plus one additional local counsel in each local jurisdiction as may be appropriate; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (to any of the Loan Documents, including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, any individual primary outside counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security DocumentsCo-Lead Arranger plus one additional local counsel in each local jurisdiction as may be appropriate; (iiiii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Co-Lead Arrangers Arranger and each of the Lenders and any of their Affiliates that are owed any Obligations in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (Loan Documents, including, without limitation, the reasonable fees and disbursements of any individual primary counsel to the Administrative Agent and the Co-Lead Arranger plus one additional local counsel in each local jurisdiction as may be appropriate (and single primary counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs ; and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwiseiv) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower agrees toBorrowers agree to pay (or reimburse the Global Agent, the Collateral Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the Administrative Global Agent and the Joint Lead Arrangers Collateral Agent in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Global Agent and the Collateral Agent in connection with any amendment, waiver or consent relating hereto to any of the Loan Documents that is requested by any Credit Party; (iii) all reasonable out-of-pocket costs and expenses of the Global Agent, the Collateral Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or thereto (the other documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, any individual counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Global Agent, the Joint Lead Arrangers Collateral Agent and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein Lender (including, without limitation, the fees and disbursements allocated costs of internal counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this AgreementGlobal Agent, the Loans or Letters Collateral Agent and/or any Lender unless such costs result from services provided by such internal counsel that are duplicative of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it services then being provided by outside counsel for the payment ofGlobal Agent, the Collateral Agent or such Lender, as applicable); and (iv) any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Global Agent, the Collateral Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; and (iv) indemnify provided, however, that notwithstanding the Administrative Agentforegoing, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against a Foreign Subsidiary Borrower shall only be required to pay any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related foregoing to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of extent that any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants foregoing have been incurred in connection with any the Obligations owing by such investigation, litigation Foreign Subsidiary Borrower or other proceeding (but excluding any losses, liabilities, claims, damages are otherwise directly related or expenses (x) attributable to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofsuch Foreign Subsidiary Borrower.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments, including, without limitation all reasonable and documented out-of-pocket expenses and legal fees of counsel to the Administrative Agent; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto to any of the Loan Documents; (iii) all costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or thereto (the other documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, any individual counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein Lender (including, without limitation, the fees and disbursements allocated costs of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lendersinternal counsel), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iiiiv) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to Article III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all reasonable and documented costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external, in connection with the Collateral or the valuation thereof; and (vii) all reasonable and documented costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel (including allocated costs of internal counsel) and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral; provided, however, that with respect to any engagement of counsel hereunder, such counsel shall be limited to one primary counsel for the Administrative Agents and the Lenders, taken as a whole, and if necessary, one local counsel per appropriate jurisdiction (and, in the case of an actual or perceived conflict of interest where the persons affected by such conflict inform the Borrower of such conflict and thereafter retain their own counsel of another firm, one counsel for any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or affected persons similarly situated as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofwhole).

Payment of Expenses, etc. The Borrower (a) Whether or not any of the transactions contemplated hereby shall be consummated, ASI agrees to: to pay promptly (i) whether or not all the transactions herein contemplated are consummated, pay all reasonable out-of-pocket actual costs and expenses of preparation of this Agreement and each of the Administrative Agent other Credit Documents, including any amendments or supplements thereto, and all the Joint Lead Arrangers costs of furnishing all opinions by counsel for, or on behalf of, the Credit Parties or the Lenders (including any opinions requested by the Lenders as to any legal matters arising hereunder or under any of the other Credit Documents), and of the Credit Parties' performance of and compliance with all agreements and conditions contained herein or in any of the other Credit Documents on their part to be performed or complied with; (ii) the reasonable fees and expenses of Cravath, Swaine & Xxxxx and one local or foreign counsel to the Lenders in each local or foreign jurisdiction in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery execution and administration of this Agreement and the other Credit Documents Documents, including any amendments or supplements thereto, and the documents Loans hereunder and instruments referred the issuance of Letters of Credit hereunder; (iii) the fees, costs and expenses of creating, perfecting and maintaining Liens pursuant to herein any of the Credit Documents, including filing and therein recording fees and any amendmentexpenses, waiver title insurance, reasonable fees and expenses of counsel (including one local or consent relating hereto foreign counsel in each local or thereto (including, without limitation, foreign jurisdiction) to the Lenders and the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including any agent or trustee appointed pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxesSection 8.07; and (iv) indemnify the Administrative Agentfees, the Letter of Credit Issuer costs and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsexpenses of counsel, including any local and foreign counsel and allocated costs of internal counsel, and costs of settlements and of any other experts or advisors) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Lender in enforcing any Obligations of or in collecting any payments due from any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans Party hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of under any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface Documents by reason of any Real Property at any time owned, leased Default or operated by either Event of Holdings Default or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation refinancing or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason restructuring of the gross negligence or willful misconduct of, credit arrangements provided under this Agreement or the breach other Credit Documents in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims nature of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non"work-appealable decision). To the extent that the undertaking to indemnify, pay out" or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law insolvency or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential bankruptcy proceedings or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofotherwise.

Payment of Expenses, etc. The Borrower agrees toto pay all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Joint Co-Lead Arrangers Arranger in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and any amendmentthe syndication of the Revolving Commitments, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, any individual primary outside counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security DocumentsCo-Lead Arranger plus one additional local counsel in each local jurisdiction as may be appropriate; (ii) pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating to any of the Loan Documents, including, without limitation, the reasonable fees and disbursements of any individual primary outside counsel to the Administrative Agent and the Co-Lead Arranger plus one additional local counsel in each local jurisdiction as may be appropriate; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Joint Co-Lead Arrangers Arranger and each of the Lenders and any of their Affiliates that are owed any Obligations in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (Loan Documents, including, without limitation, the reasonable fees and disbursements of any individual primary counsel to the Administrative Agent and the Co-Lead Arranger, plus one additional local counsel in each local jurisdiction, as may be appropriate (and single primary counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs plus additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses; and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwiseiv) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers actually incurred in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Revolving Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent actually incurred in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates actually incurred in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (includingtherein, without limitation, including the reasonable fees and disbursements of any individual counsel for to the Administrative Agent, the Letter of Credit Issuer Agent and for each of the Lenders), including such out-of-pocket any Lender and costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy legal proceeding or otherwise) in respect of this Agreement, the Loans connection with any workout or Letters of Creditrestructuring; (iiiiv) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to Article III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any external auditors, accountants, consultants or appraisers; and (vii) all the actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders, the Lead Arrangers or their Affiliates or branches, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates and branches in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (therein, including, without limitation, in the fees case of clauses (i), (ii) and disbursements (iii) of counsel for the Administrative Agentthis Section 10.01, the Letter of Credit Issuer reasonable and for each of the Lenders), including such documented out-of-pocket costs fees and expenses incurred during any refinancing, work-out or restructuring (pursuant disbursements of one counsel to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for and PNC Capital Markets LLC, and the payment ofLenders, taken as a whole, and of one local counsel in any relevant jurisdiction, separate litigation or bankruptcy counsel, and in the case of an actual or perceived conflict of interest, of one additional counsel to the affected parties, taken as a whole); (iv) any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to Article III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual reasonable costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external to the extent incurred in connection with any action for which the Administrative Agent is entitled to expense reimbursement; and (vii) all the actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers Arranger in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein therein, including, without limitation, the reasonable fees and disbursements of any individual counsel to the Administrative Agent and any Lender (including, without limitation, after the fees and disbursements occurrence of counsel for the Administrative Agentan Event of Default, the Letter allocated costs of Credit Issuer and for each of the Lendersinternal counsel), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iiiiv) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters matters, and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to Article III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel (including allocated costs of internal counsel) and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower Guarantor agrees to: (i) whether or not the transactions herein contemplated are consummated, to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay for all out-of-pocket costs and expenses of LJCI arising in connection with the Administrative Agentpreparation, entering into, modification of, administration of, collection of and/or enforcement of this Guaranty (including without limitation the Joint Lead Arrangers reasonable fees, costs and each expenses of counsel for LJCI). Without limiting the generality of the Lenders foregoing, Guarantor shall reimburse LJCI for all reasonable attorneys’ fees, costs and expenses incurred by LJCI in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any LJCI’s rights under this Agreement Guaranty and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders)other Finance Agreements, including such without limitation reasonable attorneys’ fees, costs and expenses for trial, appellate proceedings, out-of-pocket court negotiations, workouts and settlements, or for enforcement of rights under any state of federal statute, including without limitation reasonable attorneys’ fees, costs and expenses incurred during any refinancingto protect LJCI’s security, work-out or restructuring and reasonable attorneys’ fees, costs and expenses incurred in bankruptcy and insolvency proceedings, such as (pursuant to any insolvency or but not limited to) seeking relief from stay in a bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, proceeding. The term “attorneys’ fees” means any and all present and future stamp, court or documentary taxes or attorneys fees incurred by LJCI in connection with this Guaranty (including any other excise or property taxes or charges and other similar taxes in house counsel billing at normal billing rates of $295.00/hr.) The term “expenses” means any expenses incurred by LJCI in connection with respect to the foregoing matters and save the Administrative Agent and each any of the Lenders and out-of-court, or state, federal or bankruptcy proceedings referred to above, including without limitation the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf expenses of any Credit Party) related to the entering into and/or performance of this Agreement appraisers, consultants and expert witnesses retained or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated consulted by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred LJCI in connection with any such investigationproceeding. LJCI shall also be entitled to its reasonable attorneys’ fees, litigation or other proceeding (but excluding costs and expenses incurred in any lossespost-judgment proceedings to collect and enforce the judgment. This provision is separate and several, liabilities, claims, damages or expenses (x) to shall survive the extent incurred by reason repayment of the gross negligence or willful misconduct of, or Guaranteed Obligations and the breach in bad faith termination of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assertthis Guaranty, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result shall survive the merger of this Agreement, Guaranty into any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter judgment on this Guaranty. _________ initials Page 10 of Credit or the use of proceeds thereof.16 _______ initials

Payment of Expenses, etc. The Subject to Section 9.15, the Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers Lender incurred in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and delivery, administration of (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and Agreement, the other Credit Documents and the other documents and instruments referred to herein and therein and any amendmentbe delivered hereunder or in connection herewith, waiver or consent relating hereto or thereto (including, without limitation, the reasonable and documented fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of counsel for the Administrative Agent, Agent and the Joint Lead Arrangers Lender with respect thereto and each of with respect to advising the Lenders in connection with Administrative Agent and the enforcement (including pursuant Lender as to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any their respective rights and remedies under this Agreement and the other Credit Documents documents to be delivered hereunder or in connection herewith, and the documents all reasonable and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-documented out- of-pocket costs and expenses expenses, if any (including reasonable counsel fees and expenses), incurred during any refinancing, work-out by the Administrative Agent or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) the Lender in respect connection with the enforcement of this Agreement, Agreement or any Credit Document by such Person and the Loans other documents to be delivered hereunder or Letters of Creditin connection herewith; (iiiii) timely pay and hold each of the Lenders Administrative Agent and the Lender harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court sales and excise taxes and fees payable or documentary taxes determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any other excise Credit Document or property taxes the funding or charges maintenance of Loans hereunder, and other similar taxes with respect to hold the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Lender) to pay such taxes; and (iviii) indemnify the Lender and the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all losses, liabilities, obligations (including removal or remedial actions), losses, damagesobligations, penalties, claims, actions, judgments, suitsclaims, costsdamages, costs or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (xa) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance by the Borrower of this Agreement or any other Credit Document or the use by the Borrower of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any other transactions contemplated herein or in any Credit Document, including the reasonable and documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other Credit Document proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the exercise extent incurred by reason of any the gross negligence or willful misconduct of their rights or remedies provided herein or in the other Credit Documents, Person to be indemnified) or (yb) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the water, groundwater, surface or subsurface of any Real Property real property owned or at any time owned, leased or operated by either of Holdings or any of its Subsidiariesthe Borrower, the generation, storage, transportation, handling transportation or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, location whether or not owned, leased owned or operated by Holdings or any of its Subsidiariesthe Borrower, the non-compliance noncompliance of any real property owned or at any time operated by Holdings or any of its Subsidiaries the Borrower with any Environmental Law Federal, state and local laws, regulations, and ordinances (including applicable permits thereunderhereunder) applicable to any Real Propertysuch real property, or any Environmental Claim asserted against Holdings the Borrower, or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiariessuch real property, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in all cases any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the bad faith, gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, Agent or the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Borrower agrees to shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawApplicable Law. To the extent permitted by applicable law, Neither the Borrower nor any indemnified Person shall not assert, and hereby waives, be liable for any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with its activities related to this Agreement or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, Document. The agreements in this Section 9.1 shall survive repayment of the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofLoans and all other amounts payable hereunder. Section 9.2.

Payment of Expenses, etc. The Borrower agrees to: (ia) whether to pay or not the transactions herein contemplated are consummated, pay reimburse Lender for all of Xxxxxx’s reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers incurred in connection with the syndication of the Facilitiesdevelopment, the negotiationpreparation and execution of, preparationand any amendment, executionsupplement or modification to, delivery and administration of this Agreement and the other Credit Operative Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to herein administration of the transactions contemplated hereby and therein and any amendmentthereby, waiver or consent relating hereto or thereto (including, without limitation, including the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent Lender and Truist Securitiesfiling and recording fees and expenses, Inc.(b) and the creation and perfection of the Liens created under the Security Documents; (ii) to pay or reimburse Lender for all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders incurred by Lender in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and Agreement, the other Credit Operative Documents and the documents and instruments referred to therein (includingany such other documents, without limitation, including the fees and disbursements of counsel for the Administrative Agentto Lender, the Letter of Credit Issuer (c) to pay, indemnify, and for each hold Lender and its Related Parties harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than those of the Lendersnature of an income tax), including such out-if any, that may be payable or determined to be payable in connection with the execution and delivery of-pocket costs , or consummation or administration of any of the transactions contemplated by, or any amendment, supplement and expenses incurred during modification of, or any refinancing, work-out waiver or restructuring (pursuant to any insolvency consent under or bankruptcy proceeding or otherwise) in respect of of, this Agreement, the Loans or Letters of Credit; other Operative Documents and any such other documents and (iiid) timely pay to pay, indemnify, and hold each of the Lenders Lender and its Related Parties (each, an “Indemnitee”) harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless defend them from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all other liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred byincluding, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related subject to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitationsecond succeeding proviso, the reasonable fees and disbursements of counsel legal counsel) or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other consultants incurred in connection with Operative Documents and any such investigationother documents, litigation or other proceeding including any of the foregoing relating to the use of proceeds of the Loans (but excluding all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that Borrower shall have no obligation hereunder to any losses, liabilities, claims, damages or expenses (x) Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee; provided, further, that Borrower shall not be obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (1) does not provide reasonably prompt notice to Borrower of any claim for which indemnification is sought; provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure or (2) makes any admissions of liability or incurs any significant expenses after receiving actual written notice of the claim, or agrees to any settlement without the written consent of Xxxxxxxx, which consent shall not be unreasonably withheld. Borrower may, in a final its sole discretion, and non-appealable decision). To at its expense, control the defense of the claim including, without limitation, designating counsel for the Indemnitees (which counsel shall be reasonably satisfactory to the Indemnitees) controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (x) Borrower may not agree to any settlement involving any Indemnitee that contains any element other than the payment of money and complete indemnification of the Indemnitee without the prior written consent of the affected Indemnitee and (y) Borrower shall engage and pay the reasonable expenses of separate counsel for the Indemnitee to the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each interests of the indemnified liabilities which is permissible under applicable lawIndemnitee are in conflict with those of Borrower. To the extent permitted by applicable law, the Borrower shall not assert, be responsible to pay the reasonable fees of such separate legal counsel if such a conflict exists. The agreements in this Section 8.5 shall survive repayment of the Loans and hereby waives, any claim against any Person to be indemnified all other amounts payable hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower agrees Borrowers agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxx & Xxxxxxx, special FAA counsel to the Administrative Agent, and Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Acquisition or the Refinancing or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees Borrowers agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. (1) The Borrower hereby agrees to: (i) whether or not following the transactions herein contemplated are consummatedClosing Date, pay all reasonable and documented out-of-of- pocket costs and expenses of the Administrative Agent Agents (including the reasonable fees and disbursements of designated counsel and consultants of the Agents) any amendment, waiver or consent relating to this Agreement and the Joint Lead Arrangers other Credit Documents and the documents and instruments referred to herein and therein following the Closing Date, and of the Administrative Agent, the Agents and the Lenders (taken as a whole) in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and or in connection with any amendment, waiver refinancing or consent relating hereto restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or thereto pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLPconsultants and one counsel for the Agents and one counsel for the Lenders (taken as a whole)), counsel to provided, however, that, the Administrative Agent and Truist Securities, Inc.) the Lenders shall be responsible for and the creation and perfection of the Liens created under the Security Documents; (ii) shall pay all for their own out-of-of- pocket costs and expenses (including the reasonable fees and disbursements of designated counsel and consultants of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders Agents) in connection with the enforcement (including pursuant to the administration negotiation, preparation and execution and delivery of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, up to and including the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxesClosing Date; and (ivii) indemnify the Administrative Agent, the Letter of Credit Issuer Agents and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (xa) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer any Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (yb) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased leased, managed, controlled or operated by either of Holdings Holdings, the Borrower or any of its SubsidiariesRestricted Subsidiaries (in each case, relating to such ownership, lease, management, control or operation), the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings Holdings, the Borrower or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by Holdings Holdings, the Borrower or any of its Restricted Subsidiaries, the non-compliance by Holdings Holdings, the Borrower or any of its Restricted Subsidiaries with any Environmental Law (including applicable permits Environmental Permits thereunder) applicable to any Real Property), or any Environmental Claim asserted against Holdings Holdings, the Borrower or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Restricted Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants (including environmental consulting firms) incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, obligations, penalties, judgments, costs, suits, disbursements, damages or expenses (x) to the extent incurred incurred, assessed or imposed by reason of (i) the bad faith, gross negligence or negligence, willful misconduct of, or of the breach in bad faith of its commitments by, the Indemnified Person to be indemnified or material breach of such Indemnified Person’s obligations under the Credit Documents (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision) and (ii) disputes among Indemnified Persons (other than claims arising out of any act or omission of Holdings or any of its Subsidiaries). Notwithstanding the foregoing, this Section 12.1(1) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer any Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawApplicable Law. To Except to the extent permitted required to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by applicable law, the Borrower shall not assertwithin 30 days of receipt by the Borrower of an invoice setting forth such expenses in reasonable detail, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection together with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, backup documentation supporting the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofrelevant reimbursement request.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (therein, including, without limitation, the reasonable fees and disbursements of any individual counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, and any Lender; (iv) any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter 91 benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to Article III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel (including allocated costs of internal counsel) and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx Xxxxxx & Bird Xxxxxxx LLP) in connection with the negotiation, counsel preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security DocumentsAgent’s syndication efforts with respect to this Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Swingline Lender, the Letter of Credit Issuer and each of the Lenders Banks in connection with the enforcement (including pursuant to of the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer and each of the Banks thereunder (including, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer and for each of the LendersBanks), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iviii) indemnify the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer and each LenderBank, and each of their respective its officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer or any Lender Bank is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans or Letter of Credit hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders, the Lead Arrangers or their Affiliates or branches, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers 127 in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates and branches in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (therein, including, without limitation, in the fees case of clauses (i), (ii) and disbursements (iii) of counsel for the Administrative Agentthis ‎Section 10.01, the Letter of Credit Issuer reasonable and for each of the Lenders), including such documented out-of-pocket costs fees and expenses incurred during any refinancing, work-out or restructuring (pursuant disbursements of one counsel to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for and PNC Capital Markets LLC, and the payment ofLenders, taken as a whole, and of one local counsel in any relevant jurisdiction, separate litigation or bankruptcy counsel, and in the case of an actual or perceived conflict of interest, of one additional counsel to the affected parties, taken as a whole); (iv) any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to ‎Article III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual reasonable costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external to the extent incurred in connection with any action for which the Administrative Agent is entitled to expense reimbursement; and (vii) all the actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Joint Lead Arrangers Administrative Agent’s local maritime counsel and the Administrative Agent’s consultants, including, without limitation, BankAssure Insurance Services Inc. or such other firm of independent marine insurance brokers that produces an insurance report pursuant to in clause (f) of the definition of “Collateral and Guaranty Requirements”) in connection with the syndication of the Facilities, the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (includingthereto, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent in connection with its syndication efforts with respect to this Agreement and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative AgentAgent and, after the Joint Lead Arrangers and occurrence of an Event of Default, each of the Issuing Lenders and Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each or in connection with any refinancing or restructuring of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, credit arrangements provided under this Agreement in the nature of a “work-out out” or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) proceedings (including, in respect of this Agreementeach case without limitation, the Loans or Letters reasonable fees and disbursements of Creditcounsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Issuing Lenders and Lenders); (iiiii) timely pay and hold the Administrative Agent, each of the Issuing Lenders and each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, against any and all present and future stamp, court or documentary taxes or any other documentary, transfer, sales and use, value added, excise or property taxes or charges and other similar taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and save the Administrative Agent Agent, each of the Issuing Lenders and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and (iviii) indemnify the Administrative Agent, the Letter of Credit Issuer each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (xa) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit PartyParty or any third party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (yb) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Rig or Real Property at any time owned, leased leased, operated or operated occupied by either of Holdings the Parent, the Borrower, or any of its the Parent’s other Subsidiaries, the generation, storage, transportation, handling handling, disposal or disposal Release of Hazardous Materials by Holdings the Parent, the Borrower or any of its the Parent’s other Subsidiaries at any location, whether or not owned, leased or operated by Holdings the Parent, the Borrower or any of its the Parent’s other Subsidiaries, the non-compliance by Holdings noncompliance of any Rig or any of its Subsidiaries with any Real Property and Environmental Law (including applicable permits thereunder) applicable to any Rig or Real Property, or any Environmental Claim asserted against Holdings the Parent, the Borrower or any of its Subsidiaries the Parent’s other Subsidiaries, or any Rig or Real Property at any time owned, leased leased, operated or operated occupied by Holdings the Parent, the Borrower or any of its the Parent’s other Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower agrees to: (ia) whether to pay or not the transactions herein contemplated are consummated, pay reimburse Lender for all of Lender’s reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers incurred in connection with the syndication of the Facilitiesdevelopment, the negotiationpreparation and execution of, preparationand any amendment, executionsupplement or modification to, delivery and administration of this Agreement and the other Credit Operative Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to herein administration of the transactions contemplated hereby and therein and any amendmentthereby, waiver or consent relating hereto or thereto (including, without limitation, including the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent Lender and Truist Securitiesfiling and recording fees and expenses, Inc.(b) and the creation and perfection of the Liens created under the Security Documents; (ii) to pay or reimburse Lender for all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders incurred by Lender in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and Agreement, the other Credit Operative Documents and the documents and instruments referred to therein (includingany such other documents, without limitation, including the fees and disbursements of counsel for the Administrative Agentto Lender, the Letter of Credit Issuer (c) to pay, indemnify, and for each hold Lender and its Related Parties harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than those of the Lendersnature of an income tax), including such out-if any, that may be payable or determined to be payable in connection with the execution and delivery of-pocket costs , or consummation or administration of any of the transactions contemplated by, or any amendment, supplement and expenses incurred during modification of, or any refinancing, work-out waiver or restructuring (pursuant to any insolvency consent under or bankruptcy proceeding or otherwise) in respect of of, this Agreement, the Loans or Letters of Credit; other Operative Documents and any such other documents and (iiid) timely pay to pay, indemnify, and hold each of the Lenders Lender and its Related Parties (each, an “Indemnitee”) harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless defend them from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all other liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred byincluding, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related subject to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitationsecond succeeding proviso, the reasonable fees and disbursements of counsel legal counsel) or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other consultants incurred in connection with Operative Documents and any such investigationother documents, litigation or other proceeding including any of the foregoing relating to the use of proceeds of the Loans (but excluding all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that Borrower shall have no obligation hereunder to any losses, liabilities, claims, damages or expenses (x) Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee; provided, further, that Borrower shall not be obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (1) does not provide reasonably prompt notice to Borrower of any claim for which indemnification is sought; provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure or (2) makes any admissions of liability or incurs any significant expenses after receiving actual written notice of the claim, or agrees to any settlement without the written consent of Borrower, which consent shall not be unreasonably withheld. Borrower may, in a final its sole discretion, and non-appealable decision). To at its expense, control the defense of the claim including, without limitation, designating counsel for the Indemnitees (which counsel shall be reasonably satisfactory to the Indemnitees) controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (x) Borrower may not agree to any settlement involving any Indemnitee that contains any element other than the payment of money and complete indemnification of the Indemnitee without the prior written consent of the affected Indemnitee and (y) Borrower shall engage and pay the reasonable expenses of separate counsel for the Indemnitee to the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each interests of the indemnified liabilities which is permissible under applicable lawIndemnitee are in conflict with those of Borrower. To the extent permitted by applicable law, the Borrower shall not assert, be responsible to pay the reasonable fees of such separate legal counsel if such a conflict exists. The agreements in this Section 8.5 shall survive repayment of the Loans and hereby waives, any claim against any Person to be indemnified all other amounts payable hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse each of the Agents, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket and documented (in summary form) costs and expenses of each of the Administrative Agent and the Joint Lead Arrangers Agents in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments; (includingii) all reasonable and documented (in summary form) costs and expenses of each of the Agents in connection with any amendment, without limitationwaiver or consent relating to any of the Loan Documents; provided, that the Credit Parties shall not be obligated to pay (or reimburse the Co-Administrative Agent) for more than $5,000 of cost and expenses incurred by the Co-Administrative Agent in connection with each such amendment, waiver or consent; (iii) all documented (in summary form) costs and expenses of each of the Agents, the Lenders and their respective Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including the reasonable fees and disbursements of any individual counsel for the Administrative Agent, the Letter of Credit Issuer and for to each of the LendersAgents and the Lenders (including allocated costs of internal counsel), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iiiiv) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders Agents and the Letter of Credit Issuer Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to Article III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to each of the Agents and the Co-Lead Arrangers and of counsel providing any opinions that the Agents or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel (including allocated costs of internal counsel) and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by each of the Agents and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers Arranger in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein therein, including, without limitation, the reasonable fees and disbursements of any individual counsel to the Administrative Agent and any Lender (including, without limitation, after the fees and disbursements occurrence of counsel for the Administrative Agentan Event of Default, the Letter allocated costs of Credit Issuer and for each of the Lendersinternal counsel), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iiiiv) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters matters, and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to Article ‎III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel (including allocated costs of internal counsel) and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable and documented out-of-pocket costs, expenses of the Administrative Agent in connection with the negotiation, preparation, due diligence, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, all reasonable and documented out-of-pocket expenses and legal fees of one counsel to the Administrative Agent and the Arrangers; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiariestherein, including, in each case, without limitation, the reasonable fees and disbursements of any individual counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason Administrative Agent and any Lender (including, without limitation, allocated costs of internal counsel); (iv) all the gross negligence or willful misconduct of, or the breach actual costs and expenses of creating and perfecting Liens in bad faith favor of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, for the Letter benefit of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representativesSecured Creditors, in each case as finally determined by a court accordance with the Loan Documents, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of competent jurisdiction in a final counsel to the Administrative Agent and non-appealable decision). To the extent of counsel providing any opinions that the undertaking to indemnify, pay Administrative Agent or hold harmless the Administrative Agent, Required Lenders may request in respect of the Letter of Credit Issuer Collateral or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution Liens created pursuant to the payment and satisfaction of Security Documents, each of the indemnified liabilities which is permissible under applicable law. To foregoing to the extent permitted owed and payable hereunder or under any other Loan Document; (v) all the reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any third party auditors, accountants, consultants or appraisers; and (vi) all the actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and agents employed or retained by applicable law, the Borrower shall not assert, Administrative Agent and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damagesits counsel) arising out of, in connection with the custody or as a result preservation of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, of the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower agrees Borrowers agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers Banc of America Securities LLC ("BAS") in connection with the syndication of the Facilities, (A) the negotiation, preparation, executionexecution and delivery, delivery syndication and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection of the Liens created under the Security Documents; (ii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements expenses of Moorx & Xan Xxxxx, XXLC, special counsel for to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the Letter of performance by the Borrowers under this Credit Issuer and for each of the Lenders)Agreement, including such (ii) pay all reasonable out-of-pocket costs and expenses incurred during of the Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreementsuch enforcement, the Loans or Letters reasonable fees and disbursements of Credit; (iii) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it counsel for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and (including the Letter allocated cost of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; internal counsel)) and (ivB) any bankruptcy or insolvency proceeding of a Borrower and (iii) indemnify the Administrative Agent, the Letter of Credit Issuer BAS and each Lender, and each of their respective its officers, directors, employees, representatives, agents, affiliates, trustees representatives and investment advisors agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against by any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer BAS or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its SubsidiariesDocument, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants settlement costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or on the breach in bad faith part of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decisionindemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein therein, including, without limitation, the reasonable fees and disbursements of any individual counsel to the Administrative Agent and any Lender (including, without limitation, the fees and disbursements allocated costs of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lendersinternal counsel), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iiiiv) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to Article III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel (including allocated costs of internal counsel) and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Commitments, including without limitation all out-of-pocket expenses and legal fees of counsel to the Administrative Agent and the Lead Arrangers; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents, including all out-of-pocket expenses and legal fees of counsel; (iiiii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein therein, including, without limitation, the reasonable fees and disbursements of any individual counsel to the Administrative Agent and any Lender (including, without limitation, the fees and disbursements allocated costs of counsel for the Administrative Agent, the Letter of Credit Issuer and for each of the Lendersinternal counsel), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iiiiv) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to Article III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel (including allocated costs of internal counsel) and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers Arranger in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Revolving Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein therein, including, without limitation, the reasonable fees and disbursements of any individual counsel to the Administrative Agent and any Lender (including, without limitation, after the fees and disbursements occurrence of counsel for the Administrative Agentan Event of Default, the Letter allocated costs of Credit Issuer and for each of the Lendersinternal counsel), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of Credit; (iiiiv) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the Exhibit 10.14 foregoing matters matters, and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Letter benefit of Credit Issuer Secured Creditors, including filing and each Lenderrecording fees, expenses and each of their respective officersamounts owed pursuant to Article III, directorssearch fees, employees, representatives, agents, affiliates, trustees title insurance premiums and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel (including allocated costs of internal counsel) and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Foreign Collateral Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions herein contemplated hereby are consummated, pay for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, executionsyndication, administration and execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein and the syndication of the Revolving Commitments; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent and Truist Securities, Inc.) and the creation and perfection any of the Liens created under the Security Loan Documents; (iiiii) pay all out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers Lenders and each of the Lenders their Affiliates in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) of the Loan Documents or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (therein, including, without limitation, the fees and disbursements of any individual counsel for to the Administrative Agent, the Letter of Credit Issuer Foreign Collateral Agent and for each of the Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (pursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, the Loans or Letters of CreditLender; (iiiiv) timely pay and hold each of the Lenders harmless from and against, or at the option of the Administrative Agent timely reimburse it for the payment of, any and all present and future stamp, court or documentary taxes or any other excise or property taxes or charges stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders and the Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual costs and (iv) indemnify expenses of creating and perfecting Liens in favor of the Administrative Agent or the Foreign Collateral Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent or the Foreign Collateral Agent and of counsel providing any opinions that the Administrative Agent, the Letter Foreign Collateral Agent or the Required Lenders may request in respect of Credit Issuer the Collateral or the Liens created pursuant to the Security Documents; (vi) all the actual and each Lender, documented costs and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including reasonable attorneys’ and consultants’ fees and disbursements) incurred bythe fees, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees expenses and disbursements of counsel and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and the Foreign Collateral Agent and their counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Person to be indemnified hereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereofCollateral.